My problem is: I`m encoding a movie, which has 1 exceptionally high motion scene with the rest rather simple. I just can't seem to get it right, the encoder doesnt seem to give enough bits to it, ( I`m encoding to 2 CD's an approx 100 min movie ) while the rest of the movie looks great. Is there any way to force the encoder to use higher bitrate on that one scene. It's rather short about 2 mins, 3 guys fighting in a burning building, very spectacular though. ( shot in technicolor ) Here's a screenshot of what I got ( 640x480 with AQ off everything else maxed out and on, MPEG matrix ): ( Angelfire wont let me use direct links to pictures so I put it on a blank page. ) Thanks for any advice.